| Company name
||NIDEC COPAL ELECTRONICS CORPORATION
|Sho Kikuchi, Chairman of the Board, President & Chief Executive Officer
||First Section of the Tokyo Stock Exchange (6883)
||Masato Ono, Director and Corporate Officer
Notice of basic agreement concerning absorption-type merger of affiliated subsidiaries
This is to notify you that at today's meeting of the board of directors, Nidec concluded a Letter of Intent for an absorption-type merger with Fujisoku Corporation, which is a consolidated subsidiary.
Since this absorption-type merger concerns a 100% subsidiary, some disclosure items and contents are omitted.
1. Purpose of merger
Fujisoku is a 100% subsidiary whose main business is the manufacture and sales of switches.
The objectives of this merger are to promote the concentration of management resources and increased efficiency and speed of operations in order to strengthen global cost competitiveness and the management foundation of the electronic and mechanical component business, which is the primary business of this group.
2. Summary of the merger
(1) Merger schedule
Board of directors meeting to approve a letter of intent for the merger March 15, 2013 (Nidec and Fujisoku)
Conclusion of a letter of intent for the merger March 15, 2013 (Nidec and Fujisoku)
Board of directors meeting to approve the merger contract April 23, 2013 (scheduled) (Nidec and Fujisoku)
Conclusion of the merger contract April 23, 2013 (scheduled) (Nidec and Fujisoku)
Decision by general shareholders' meeting June 18, 2013 (scheduled) (Nidec)
Planned date of merger (Effective Date) October 1, 2013 (scheduled)
* Due to the fact that this merger uses the simplified merger procedure based on Corporation Law Article 784 Paragraph 1 for Fujisoku, Fujisoku will not hold a general shareholders' meeting concerning approval of the merger contract.
(2) Merger type
This is an absorption-type merger, with Nidec as the surviving company and Fujisoku dissolved.
(3) Details of allocation concerning the merger
This is a merger with a 100% subsidiary. There is no issuance of new stock and no payment of money due to the merger.
(4) Handling of share options and bonds with share options
There are none.
3. Summary of companies involved in the merger
|(1) Company names
NIDEC COPAL ELECTRONICS CORPORATION (surviving company)
|Fujisoku Corporation (merged company)
|(2) Headquarters addresses
|7-5-25 Nishishinjuku, Shinjuku Ward, Tokyo
24-12 Kizukisumiyoshicho, Nakahara Ward, Kawasaki, Kanagawa Prefecture
|(3) Positions and names of representatives
|Chairman of the Board, President & Chief Executive Officer Sho Kikuchi
|Chairman of the Board, President & Chief Executive Officer Toru Kasai
|(4) Business description
||Manufacture and sale of electronic parts.
| Manufacture, processing, and sale of electrical equipment and
electronic devices as well as applied measurement instruments
|2,362 million yen
||389 million yen
|(6) Date of foundation
|April 1, 1967
|| August 7, 1947
|(7) Number of shares issued
|| 147,700 shares
|(8) Settlement period
|End of March
|| End of February
|(9) Proportions of large shareholders and holding companies
(As of September 30, 2012)
| Nidec Corporation 65.31%
Shigenobu Nagamori 3.08%
Hideaki Sasaki 1.85%
Copal Electronics Client stock ownership 1.29%
Sumitomo Mitsui Banking Corporation 1.28%
| NIDEC COPAL ELECTRONICS 100%
|(10) Operating results and financial status for immediately preceding fiscal year
|End of March 2012 (consolidated)
|| End of February 2012 (unconsolidated)
| Net assets
||27,237 million yen
|| 308 million yen
| Total assets
||35,517 million yen
|| 2,851 million yen
| Net assets per share
|| 408 yen 13 sen
|| 2,089 yen 94 sen
| Sales amount
|| 29,118 million yen
|| 3,663 million yen
| Operating income
|| 4,194 million yen
|| 427 million yen
| Ordinary profit
||4,197 million yen
|| 410 million yen
| Current net income
|| 2,706 million yen
||607 million yen
| Current net income per share
|| 40 yen 82 sen
||4,114 yen 91 sen
4. Status after merger
There is no change in company name, address, position and name of representative, business description, capital, or accounting period due to this merger.
5. Future prospects
This merger is with a 100% Nidec subsidiary and minimal impact on Nidec's corporate performance is anticipated. The details are currently under careful examination. If in the future, it becomes clear that it is necessary to revise the performance forecast or that there are items that need to be disclosed, then we will notify you of these promptly.